General terms and conditions for client assignments.
1.IMPLEMENTATION
These general terms and conditions (the "Terms") apply to the provision of strategic and operational communication services by ohappa AB (reg. no. 556776-9475, "ohappa") to its customer (the "Client"). The Terms constitute an integral part of the agreement between ohappa and the Client (each referred to as a "Party" and together as the "Parties"). Any deviations from the Terms must be approved in writing to be valid.
2.EXECUTION OF ASSIGNMENT
Assignments are carried out by ohappa based on order(s) from the Client.
Unless otherwise expressly agreed, ohappa does not undertake any exclusivity towards the Client.
An order received must be confirmed in writing by ohappa before the assignment is started.
3.OHAPPA'S COMMITMENTS
ohappa shall professionally carry out assignments according to orders so that all delivered material is executed of the agreed quality.
ohappa shall appoint a contact person with primary responsibility for the assignment, customer relations, and finances.
ohappa shall describe the documentation, decisions, and conditions needed to enable ohappa to complete the assignment within the agreed timetable.
ohappa shall inform the Client if obstacles arise concerning agreed deliveries.
ohappa may only order production, printing, or publication after the Client has approved it.
4.THE CLIENT'S COMMITMENT
The Client shall appoint a contact person who understands the assignment's nature, scope, and limitations. The contact person is responsible for coordinating reviews and decisions to create an efficient workflow. The responsibility also includes setting aside time for meetings and regular reconciliations.
The Client shall, in good time, provide ohappa with documentation, material, and/or other information needed to deliver according to the scope and timetable of the assignment. If the conditions for an ordered assignment change or obstacles arise, the Client shall notify ohappa without delay.
The Client shall provide comments, approve proposals, make decisions, and carry out agreed work in sufficient time for ohappa to deliver according to the agreed timetable.
5.DEBITING
Charging can be based on a quotation, a fixed monthly fee, or a running account.
Unless otherwise expressly agreed at the time of order, ohappa's work is carried out on the current account according to the price list applicable at the given time with stated hourly fees. ohappa is entitled to revise hourly fees. Ongoing billing is based on an hourly fee, where the basic fee applies to creative, strategic, and managerial work and work meetings. A lower hourly rate is applied for other work, such as adjustments, publishing, updates, and proofing. In addition, travel time is charged at 50% of the lower rate.
Work that involves ordered overtime (i.e., work that, on the Client's instructions, needs to be carried out outside regular office hours) will be charged double the hourly rate. ohappa is responsible for obtaining approval from the Client before carrying out overtime work.
Costs associated with an order can, if necessary, be estimated by ohappa based on the whole project or in parts, with any external costs estimated separately. Please note that the agreed budget may need to be changed, and in such cases, the parties shall continuously coordinate the need for changes. The estimate applies only on condition that the Client's and ohappa's commitments are complied with. Changed timetable, scope, or conditions for the Client or ohappa may mean the billing is affected.
Work can be quoted at a fixed price if the scope, time schedule, and constituent and additional parts are specified.
Work at a fixed monthly cost can be done if there is a clearly defined scope of tasks per month and time.
6.PRODUCED MATERIAL
The right of use of everything produced by ohappa on behalf of the Client belongs to the Client, and the material shall be handed over to the Client on request. Nothing produced by ohappa within the framework of an assignment may be used internally or towards third parties without the Client's consent.
Produced material and documentation are stored for at least twelve (12) months after the termination of the assignment. During this time, the Client has the opportunity to request the handover of the material. It is the Client's responsibility to request the material and reimburse ohappa for the time spent on delivery. Once the above-stated storage period has expired, ohappa can delete the material produced. ohappa is, however, entitled to save data to fulfill its obligations as a supplier under applicable law.
7.CANCELLATIONS AND CHANGES
Changes to the assignment's timetable, or any delays in decisions or deliveries that may affect the timetable, shall be submitted in good time in writing by each Party to the contact person indicated. Any adjustments to the timetable as a result of the change will be made in dialog between the Parties.
Booked work meetings and agreed times for execution of work are debited if cancellation is made less than forty-eight (48) hours before the agreed time. The applicable cancellation rules apply if the cancellation means that travel or other external costs must be canceled. Charges are made for expenses that cannot be canceled or refunded and time spent by ohappa on administration.
For work according to estimates in the budget, the quoted price (section 5.4 above) or fixed monthly costs (section 5.5 above), cancellations or changes by the Client must be made no later than fourteen (14) days before the planned start of the project by notifying the specified contact person. Any adjustments to the current estimate or quotation resulting from the change are made in a dialog between the Parties. If the quoted assignment increases in scope, additional work will be charged according to a separate quote or by the current account.
If cancellations or changes are made within less than fourteen (14) days from the start of the project, half of the quoted price or, if a fixed monthly cost is applied, the equivalent of one (1) month's work will be charged.
The Client is entitled to suspend the work immediately according to written instructions if the work is done on the current account. In such cases, ohappa shall promptly send the Client an invoice for costs accrued to date plus thirty (30%) percent and any additional fees according to section 7.1 above.
8.INVOICING
The Client shall reimburse ohappa for work and expenses incurred against an invoice. Work and costs will be invoiced monthly until the assignment is completed or according to agreement. Payment terms are twenty (20) days and penalty interest will be added according to the invoice information. Overdue invoices can be handed over to debt collection.
9.COMPLAINTS
If the Client assesses deficiencies in the performance of the assignment, the Client shall, without undue delay from when the flaw was discovered or when the flaw should have been discovered, notify ohappa. In such cases, ohappa has the right to remedy the defect.
10.IMMATERIAL PROPERTY RIGHTS
As a general rule, the Client receives a transferable and unlimited right of use to all material produced by ohappa within the framework of an assignment. Note that in some cases, there may be third-party rights concerning particular material; in such cases, ohappa shall inform the Client of the third-party rights.
If the Client, within the framework of an assignment, transfers material to ohappa, the Client guarantees that ohappa's use of the material within the framework of the assignment does not constitute an infringement of third-party rights.
11.PROCESSING OF PERSONAL DATA
If ohappa acts as a personal data processor for the Client, a personal data processing agreement shall be drawn up between the Parties. If this has not been done, the Parties believe that the Parties' cooperation does not result in ohappa acting as a personal data processor for the Client (or vice versa).
Personal data processed by the Parties, instead of or in addition to a possible data processor relationship, within the framework of an assignment shall take place by each Party having an independent personal data responsibility. If personal data is transferred between the Parties, the transferring Party must ensure the transfer is lawful.
12.CONFIDENTIALITY COMMITMENT
12.1.No Party may disclose confidential information to third parties without first obtaining the consent of the other Party.
12.2. The confidentiality obligation above does not apply to confidential information i) which was publicly available when the receiving Party received it or if it has become publicly available after receipt in a way that does not constitute a breach of the Conditions, ii) which the receiving Party already had access to at the time of receipt, unless the receiving Party received the information from a third party in breach of another confidentiality undertaking of which the receiving Party was aware or should have been aware, or iii) which the receiving Party is obliged to disclose or hand over to comply with mandatory law, arbitration board decisions, public authority or court decisions and similar forms of public authority.
13.LIABILITY
No Party can be held liable for indirect damages incurred by the other Party due to breach(es) of the Terms.
13.2.ohappa is liable for damages up to one (1) million SEK per calendar year and undertakes to maintain professional liability insurance.
14.TERMINATION
The conditions remain valid and effective throughout the time that ohappa provides services to the Client.
Unless otherwise agreed in writing, either Party may terminate an agreement with three (3) months' notice. The termination shall be in writing and mutually confirmed.
Either Party has the right to terminate the agreement with immediate effect if the other Party (i) is in material breach of the Conditions or applicable law and fails to remedy the breach (if remedy is possible at all) within thirty (30) days of written request, or (ii) suspends payments, enters into negotiations with its creditors, becomes the subject of a bankruptcy petition, files or admits a petition for reorganization, composition or the like, ceases to operate, goes into liquidation or if a receiver is appointed over all or part of the Party's assets.
15.GENERAL PROVISIONS
If one of the Parties is prevented from fulfilling its part of the Terms and Conditions due to circumstances beyond its control which the Party could not reasonably be expected to have anticipated when the agreement was entered into and the consequences of which the Party could not have avoided or overcome, this shall constitute grounds for relief leading to the postponement of the date of performance. Such circumstances include war, riots, pandemics, strikes, sabotage, vandalism, fire, natural disasters, severe and prolonged faults in IT, telecommunications, or data connections, or delays by subcontractors as a result of such circumstances.
One Party's failure to apply any part of the Terms and Conditions shall not be interpreted as a waiver of any right, nor shall the failure thereby entail that the Party loses the right to assert the right subsequently.
Amendments and additions to the Terms and Conditions shall be in writing and mutually approved by the Parties.
16.DISPUTE RESOLUTION
The Terms shall be interpreted in accordance with Swedish law. Any dispute between the Parties will be tried by Hälsingland District Court as the first instance.
The conditions may be updated. This version was adopted on June 29, 2023.